Introductory Text

PART I INTRODUCTORY AND INTERPRETATION

1.Title and commencement
2.General interpretation
2A.{prosp. insertion of 2nd art. 2A by 1990 NI10}
2A.Relationship of this Order to Insolvency Order
2B.Relationship of this Order to Parts IV and V of the Financial Services Act 1986
3.“Company”, etc.
4.“ Subsidiary ”, “ holding company ” and “ wholly-owned subsidiary ”
4A.Provisions supplementing Article 4
4B.Power to amend Articles 4 and 4A
5.“Called-up share capital”
6.“Allotment” and “paid up”
7.“Non-cash asset”
8.“Body corporate” and “corporation”
9.“Director” and “shadow director”
10.Expressions used in connection with accounts
10A.Meaning of “offer to the public”
10B.Meaning of “banking company”
10C.Meaning of “insurance company” and “authorised insurance company”
11.“Employees' share scheme”

PART II FORMATION AND REGISTRATION OF COMPANIES; JURIDICAL STATUS AND MEMBERSHIP

CHAPTER I COMPANY FORMATION

Memorandum of association

12.Mode of forming incorporated company
13.Requirements with respect to memorandum
14.Forms of memorandum
14A.Statement of company's objects: general commercial company
15.Resolution to alter objects
16.Procedure for objecting to alteration
17.Provisions supplementing Articles 15 and 16

Articles of association

18.Regulation of companies by articles of association
19.Tables A, C, D and E
19A. {prosp. insertion of art. 19A by 1990 NI10}
20.Alteration of articles by special resolution

Registration and its consequences

21.Documents to be sent to registrar
22.Minimum authorised capital (public companies)
23.Duty of registrar
24.Effect of registration
25.Effect of memorandum and articles
26.Memorandum and articles of company limited by guarantee
27.Effect of alteration on company's members
28.Conditions in memorandum which could have been in articles
29.Amendments of memorandum or articles to be recorded
30.Copies of memorandum and articles to be given to members
31.Issued copy of memorandum to embody alterations

A company's membership

32.Definition of “member”
33.Membership of holding company
34.Minimum membership for carrying on business

CHAPTER II COMPANY NAMES

35.Name as stated in memorandum
36.Prohibition on registration of certain names
37.Alternatives of statutory designations
38.Change of name
39.Regulations about names
40.Exemption from requirement of “limited” as part of the name
41.Provisions applying to company exempt under Article 40
42.Power to require company to abandon misleading name
43.Prohibition on trading under misleading name
44.Penalty for improper use of “limited”
44A.Penalty for improper use of “community interest company”
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CHAPTER III A COMPANY'S CAPACITY; FORMALITIES OF CARRYING ON BUSINESS

45.A company's capacity not limited by its memorandum
45A.Power of directors to bind the company
45B.No duty to enquire as to capacity of company or authority of directors
46.Form of company contracts
46A.Execution of documents
46B.Pre-incorporation contracts and deeds
47.Bills of exchange and promissory notes
48.Execution of deeds abroad
49.Power of company to have official seal for use abroad
50.Official seal for share certificates, etc.
51.Authentication of documents
52.Events affecting a company's status

PART III RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY'S STATUS

Private company becoming public

53.Re-registration of private company as public
54.Consideration for shares recently allotted to be valued
55.Additional requirements relating to share capital
56.Meaning of “unqualified report” in Article 53(3)
57.Certificate of re-registration under Article 53
58.Modification for unlimited company re-registering

Limited company becoming unlimited

59.Re-registration of limited company as unlimited
60.Certificate of re-registration under Article 59

Unlimited company becoming limited

61.Re-registration of unlimited company as limited
62.Certificate of re-registration under Article 61

Public company becoming private

63.Re-registration of public company as private
64.Litigation objection to resolution under Article 63
65.Certificate of re-registration under Article 63

PART IV CAPITAL ISSUES

CHAPTER I ISSUES BY COMPANIES REGISTERED, OR TO BE REGISTERED, IN NORTHERN IRELAND

The prospectus

66.Matters to be stated, and reports to be set out, in prospectus
67.Attempted evasion of Article 66 to be void
68.Document offering shares, etc. for sale deemed a prospectus
Arts. 69, 70 rep. by SI 2001/3649
71.Prospectus containing statement by expert
72.Meaning of “expert”
73.Prospectus to be dated

Registration of prospectus

74.Registration requirement applicable in all cases
75.Additional requirements in case of prospectus issued generally

Liabilities and offences in connection with prospectus

76.Directors, etc. exempt from liability in certain cases
77.Compensation for subscribers misled by statement in prospectus
78.Exemption from Article 77 for those acting with propriety
79.Indemnity for innocent director or expert
80.Criminal liability for untrue statements

Supplementary
81.Interpretation for Articles 66 to 80

CHAPTER II ISSUES BY COMPANIES INCORPORATED, OR TO BE INCORPORATED, OUTSIDE THE UNITED KINGDOM

82.Prospectus of non-United Kingdom company
83.Attempted evasion of Article 82 to be void
84.Prospectus containing statement by expert
85.Restrictions on allotment to be secured in prospectus
86.Stock exchange certificate exempting from compliance with Schedule 3
87.Registration of prospectus before issue
88.Consequences (criminal and civil) of contravention of Articles 82 to 87
89.Supplementary

PART V ALLOTMENT OF SHARES AND DEBENTURES

General provisions as to allotment

90.Authority of company required for certain allotments
90A.Election by private company as to duration of authority
91.Restriction on public offers by private company
92.Application for, and allotment of, shares and debentures
93.No allotment unless minimum subscription received
94.Allotment where issue not fully subscribed
95.Effect of irregular allotment
96.Allotment of shares, etc. to be listed on a stock exchange
97.Operation of Article 96 where prospectus offers shares for sale
98.Return as to allotments, etc.

Pre-emption rights

99.Offers to shareholders to be on pre-emptive basis
100.Communication of pre-emption offers to shareholders
101.Exclusion of Articles 99 and 100 by private company
102.Consequences of contravening Articles 99 and 100
103.Saving for other restrictions as to offers
104.Interpretation for Articles 99 to 106
105.Disapplication of pre-emption rights
106.Saving for company's pre-emption procedure operative before 1985

Commissions and discounts

107.Power of company to pay commissions
108.Apart from Article 107, commissions and discounts barred

Amount to be paid for shares; the means of payment

109.General rules as to payment for shares on allotment
110.Prohibition on allotment of shares at a discount
111.Shares to be allotted as at least one-quarter paid-up
112.Restriction on payment by long-term undertaking
113.Non-cash consideration to be valued before allotment
114.Transfer to public company of non-cash asset in initial period
115.Agreements contravening Article 114
116.Shares issued to subscribers of memorandum
117.Meaning of “the appropriate rate”

Valuation provisions

118.Valuation and report (Articles 54 and 113)
119.Valuation and report (Article 114)
120.Entitlement of valuer to full disclosure
121.Matters to be communicated to registrar

Other matters arising out of allotment, etc.

121A.Right to damages, etc. not affected
122.Liability of subsequent holders of shares allotted
123.Relief in respect of certain liabilities under Articles 109ff.
124.Penalty for contravention
125.Undertakings to do work, etc.
126.Application of Articles 109ff. to special cases

PART VI SHARE CAPITAL, ITS INCREASE, MAINTENANCE AND REDUCTION

CHAPTER I GENERAL PROVISIONS ABOUT SHARE CAPITAL

127.Public company share capital requirements
128.The authorised minimum
129.Provision for different amounts to be paid on shares
130.Reserve liability of limited company
131.Alteration of share capital (limited companies)
132.Notice to registrar of alteration
133.Notice to registrar of increased share capital
134.Reserve capital of unlimited company

CHAPTER II CLASS RIGHTS

135.Variation of class rights
136.Saving for court's powers under other provisions
137.Shareholders' right to object to variation
138.Registration of particulars of special rights
139.Registration of newly created class rights

CHAPTER III SHARE PREMIUMS

140.Appication of share premiums
141.Merger relief
142.Relief in respect of group reconstructions
143.Provisions supplementing Articles 141 and 142
144.Provision for extending or restricting relief from Article 140

CHAPTER IV REDUCTION OF SHARE CAPITAL

145.Special resolution for reduction of share capital
146.Application to court for order of confirmation
147.Court order confirming reduction
148.Registration of order and minute of reduction
149.Public company reducing capital below authorised minimum
150.Liability of members on reduced shares
151.Penalty for concealing name of creditor, etc.

CHAPTER V MAINTENANCE OF CAPITAL

152.Duty of directors on serious loss of capital
153.General rule against company acquiring own shares
154.Acquisition of shares by company's nominee
155.Exceptions from Article 154
156.Treatment of shares held by or for public company
157.Matters arising out of compliance with Article 156(2)
158.Further provisions supplementing Articles 156 and 157
159.Sanctions for non-compliance
160.Charges of public companies on own shares

CHAPTER VI FINANCIAL ASSISTANCE BY A COMPANY FOR ACQUISITION OF ITS OWN SHARES

Provisions applying to both public and private companies

161.Financial assistance generally prohibited
162.Interpretation for this Chapter
163.Transactions not prohibited by Article 161
164.Special restriction for public companies

Private companies

165.Relaxation of Article 161 for private companies
166.Statutory declaration under Article 165
167.Special resolution under Article 165
168.Time for giving financial assistance under Article 165

CHAPTER VII REDEEMABLE SHARES; PURCHASE BY A COMPANY OF ITS OWN SHARES

Redemption and purchase generally

169.Power to issue redeemable shares
169A. {prosp. insertion of art. 169A by 1990 NI10}
170.Financing, etc. of redemption
Art. 171 rep. by 1988 c. 39
172.Power of company to purchase own shares
172A.Treasury shares
172B.Treasury shares: maximum holdings
172C.Treasury shares: voting and other rights
172D.Treasury shares: disposal and cancellation
172E.Treasury shares: mandatory cancellation
172F.Treasury shares: proceeds of sale
172G.Treasury shares: penalty for contravention
173.Definitions of “off-market” and “market” purchase
174.Authority for off-market purchase
175.Authority for contingent purchase contract
176.Authority for market purchase
177.Assignment or release of company's right to purchase own shares
178.Payments apart from purchase price to be made out of distributable profits
179.Disclosure by company of purchase of own shares
179A.Disclosure by company of cancellation or disposal of treasury shares
180.The capital redemption reserve

Redemption or purchase of own shares out of capital (private companies only)

181.Power of private companies to redeem or purchase own shares out of capital
182.Availability of profits for the purposes of Article 181
183.Conditions for payment out of capital
184.Procedure for special resolution under Article 183
185.Publicity for proposed payment out of capital
186.Objections by company's members or creditors
187.Powers of court on application under Article 186

Supplementary

188.Effect of company's failure to redeem or purchase
189.Power of Department to modify this Chapter
190.Transitional cases arising under this Chapter; and savings
191.Interpretation for Chapter VII

CHAPTER VIII MISCELLANEOUS PROVISIONS ABOUT SHARES AND DEBENTURES

Share and debenture certificates, transfers and warrants

192.Nature, transfer and numbering of shares
193.Transfer and registration
194.Certification of transfers
195.Duty of company as to issue of certificates
196.Certificate to be evidence of title
197.Evidence of grant of representation or confirmation as executor
198.Issue and effect of share warrant to bearer

Debentures

199.Register of debenture holders
200.Right to inspect register
201.Liability of trustees of debentures
202.Perpetual debentures
203.Power to re-issue redeemed debentures
204.Contract to subscribe for debentures
205.Payment of debts out of assets subject to floating charge

PART VII DISCLOSURE OF INTERESTS IN SHARES

Individual and group acquisitions

206.Obligation of disclosure; the cases in which it may arise and “the relevant time”
207.Interests to be disclosed
208.“Percentage level” in relation to notifiable interests
Art. 209 rep. by 1990 NI 10
210.Particulars to be contained in notification
211.Notification of family and corporate interests
212.Agreement to acquire interests in a particular company
213.Obligation of disclosure arising under Article 212
214.Obligation of persons acting together to keep each other informed
215.Interests in shares by attribution
216.Interests in shares which are to be notified
217.Interests to be disregarded
218.Other provisions about notification under this Part
218A.Power to make further provision by regulations

Registration and investigation of share acquisitions and disposals

219.Register of interests in shares
220.Company investigations
221.Registration of interests disclosed under Article 220
222.Company investigation on requisition by members
223.Company report to members
224.Penalty for failure to provide information
225.Removal of entries from register
226.Otherwise, entries not to be removed
227.Inspection of register and reports

Supplementary
228.Interpretation of Part VII

Part VIII Accounts and Audit

Chapter 1 Provisions Applying to Companies Generally

Accounting records

229.Duty to keep accounting records
230.Where and for how long records to be kept

A company's financial and accounting reference periods

231.A company's financial year
232.Accounting reference periods and accounting reference date
233.Alteration of accounting reference date

Annual accounts

234.Duty to prepare individual accounts
234A.Companies Order individual accounts
234B.IAS individual accounts
235.Duty to prepare group accounts
235A.Companies Order group accounts
235B.IAS group accounts
235C.Consistency of accounts
236.Exemption for parent companies included in accounts of larger group
236A.Exemption for parent companies included in non‐EEA group accounts
237.Subsidiary undertakings included in the consolidation
238.Treatment of individual profit and loss account where group accounts prepared
239.Disclosure required in notes to accounts: related undertakings
239A.Disclosure required in notes to annual accounts: particulars of staff
240.Disclosure required in notes to accounts: emoluments and other benefits of directors and others

Approval and signing of accounts
241.Approval and signing of accounts

DIRECTORS' REPORT

242.Duty to prepare directors' report
242ZZA.Directors' report: general requirements
242ZZB.Directors' report: business review
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242A.Approval and signing of directors' report

QUOTED COMPANIES: OPERATING AND FINANCIAL REVIEW

242AA.Duty to prepare operating and financial review
242AB.Approval and signing of operating and financial review

Quoted companies: directors' remuneration report

242B.Duty to prepare directors' remuneration report
242C.Approval and signing of directors' remuneration report

Auditors' report

243.Auditors' report
244.Signature of auditors' report
245.Duties of auditors

Publication of accounts and reports

246.Persons entitled to receive copies of accounts and reports
246A.Time allowed for sending out copies of accounts and reports
247.Right to demand copies of accounts and reports
248.Requirements in connection with publication of accounts

Laying and delivering of accounts and reports

249.Accounts and reports to be laid before company in general meeting
249A.Members' approval of directors' remuneration report
250.Accounts and reports to be delivered to the registrar
250A.Civil penalty for failure to deliver accounts
250B.Delivery and publication of accounts in ECUs
Art. 251 rep. by SR 2004/496
252.Period allowed for laying and delivering accounts and reports

Revision of defective accounts and reports

253.Voluntary revision of annual accounts or directors' report
253A.Department's notice in respect of annual accounts
253B.Application to court in respect of defective accounts
253C.Other persons authorised to apply to court
253D.Disclosure of information held by Inland Revenue to persons authorised to apply to court
253E.Restrictions on use and further disclosure of information disclosed under Article 253D

CHAPTER II Exemptions, exceptions and special provisions

Small and medium‐sized companies and groups

254.Special provisions for small companies
254A.Special provisions for medium‐sized companies
255.Qualification of company as small or medium‐sized
255A.Cases in which special provisions do not apply
255B.Special auditors' report
256.Exemption for small and medium‐sized groups
256A.Group accounts prepared by small company
257.Qualification of group as small or medium‐sized

Exemptions from audit for certain categories of small company

257A.Exemptions from audit
257AA.Dormant Companies
257B.Cases where exemptions not available
257C.The report required for the purposes of Article 257A(2)
257D.The reporting accountant
257E.Effect of exemptions
Art. 258 rep. by SR 2001/153

Listed public companies
259.Summary financial statement

Private companies

260.Election to dispense with laying of accounts and reports before general meeting
261.Right of shareholder to require laying of accounts

Unlimited companies
262.Exemption from requirement to deliver accounts and reports

Banking and insurance companies and groups

263.Special provisions for banking and insurance companies
263A.Special provisions for banking and insurance groups
263B.Modification of disclosure requirements in relation to banking company or group
Art. 263C rep. by SR 1994/428
263D.Power to apply provisions to banking partnerships

CHAPTER III SUPPLEMENTARY PROVISIONS

Accounting standards
264.Accounting standards

Power to alter accounting requirements
265.Power of Department to alter accounting requirements

Parent and subsidiary undertakings
266.Parent and subsidiary undertakings

Other interpretation provisions

267.Meaning of “undertaking” and related expressions
268.Participating interests
269.Notes to the accounts
270.Minor definitions
270A.Index of defined expressions

PART IX DISTRIBUTION OF PROFITS AND ASSETS

Limits of company's power of distribution

271.Certain distributions prohibited
272.Restriction on distribution of assets
273.Other distributors by investment companies
274.Meaning of “investment company”
275.Extension of Articles 273 and 274 to other companies
276.Realised profits of insurance company with long term business
277.Treatment of development costs

Relevant accounts

278.Distribution to be justified by reference to company's accounts
279.Requirements for last annual accounts
280.Requirements for interim accounts
281.Requirements for initial accounts
282.Method of apply Article 278 so successive distributions
283.Treatment of assets in the relevant accounts
284.Distributors in kind

Supplementary

285.Consequences of unlawful distribution
286.Saving for provision in a company's articles operative before the Order of 1981
287.Distributions by banking or insurance companies
288.Interpretation for Part IX
289.Saving for other restraints on distribution

PART X A COMPANY'S MANAGEMENT; DIRECTORS AND SECRETARIES; THEIR QUALIFICATIONS, DUTIES AND RESPONSIBILITIES

Officers and registered office

290.Directors
291.Secretary
292.Acts done by person in dual capacity
293.Validity of acts of directors
294.Qualifications of company secretaries
295.Registered office
296.Register of directors and secretaries
297.Particulars of directors to be registered under Article 296
298.Particulars of secretaries to be registered under Article 296

Provisions governing appointment of directors

299.Share qualifications of directors
300.Appointment of directors to be voted on individually
301.Age limit for directors
302.Duty of director to disclose his age
Arts. 303‐310 rep. by 1989 NI 18

Removal of directors

311.Resolution to remove director
312.Director's right to protest removal

Other provisions about directors and officers

313.Directors' names on company correspondence, etc.
314.Limited company may have directors with unlimited liability
315.Special resolution making liability of directors unlimited
316.Assignment of office by directors
317.Directors to have regard to interests of employees
317A.Provisions protecting directors from liability
317B.Qualifying third party indemnity provisions
317C.Disclosure of qualifying third party indemnity provisions
318.Provisions protecting auditors from liability

PART XI ENFORCEMENT OF FAIR DEALING BY DIRECTORS

Restrictions on directors taking financial advantage

319.Prohibition on tax-free payments to directors
320.Payment to director for loss of office, etc.
321.Company approval for property transfer
322.Director's duty of disclosure on takeover, etc.
323.Consequences of non-compliance with Article 322
324.Provisions supplementing Articles 320 to 323
325.Directors to disclose interest in contracts
326.Directors' service contracts to be open to inspection
327.Director's contract of employment for more than 5 years
328.Substantial property transactions involving directors, etc.
329.Exceptions from Article 328
330.Liabilities arising from contravention of Article 328
330A.Invalidity of certain transactions involving directors, etc.
330B.Contracts with sole members who are directors

Share dealings by directors and their families

331.Prohibition on directors dealing in share options
332.Duty of director to disclose shareholdings in own company
333.Register of directors' interests notified under Article 332
334.Sanctions for non-compliance
335.Extension of Article 331 to spouses , civil partners and children
336.Extenstion of Article 332 to spouses , civil partners and children
337.Duty to notify stock exchange of matters notified under Articles 332 to 336

Restrictions on a company's power to make loans, etc. to directors and persons connected with them

338.General restriction on loans, etc. to directors and persons connected with them
339.Interpretation for Articles 338ff.
340.Short-term quasi-loans
341.Inter-company loans in the same group
342.Loans of small amounts
343.Minor and business transactions
344.Transactions at behest of holding company
345.Funding of director's expenditure on duty to company
345A.Funding of director's expenditure on defending proceedings
346.Loan or quasi-loan by money-lending company
347.“Relevant amounts” for the purposes of Articles 342ff.
348.“Value” of transactions and arrangements
349.Civil remedies for breach of Article 338
350.Criminal penalties for breach of Article 338
351.Record of transactions not disclosed in company accounts
352.Exceptions from Article 351

Supplementary

353.Power to increase financial limits
354.“Connected persons”, etc.
355.Transactions under foreign law

PART XII COMPANY ADMINISTRATION AND PROCEDURE

CHAPTER I Company Identification

356.Company name to appear outside place of business
357.Company's name to appear in its correspondence, etc.
358.Company seal
359.Particulars in correspondence, etc.

CHAPTER II Register of Members

360.Obligation to keep and enter up register
360A.Statement that company has only one member
361.Location of register
362.Index of members
363.Entries in register in relation to share warrants
364.Inspection of register and index
365.Non-compliance with Articles 361, 362 and 364; agent's default
366.Power to close register
367.Power of court to rectify register
368.Trusts not be entered on register
369.Register to be evidence
370.External branch registers

CHAPTER III ANNUAL RETURN

371.Duty to deliver annual returns
372.Contents of annual return: general
372A.Contents of annual return: particulars of share capital . . .
372B.Contents of annual return: information about shareholders: non-traded companies
372C.Contents of annual return: information about shareholders: traded companies
372D.Contents of annual return: information about shareholders: supplementary
373.Supplementary provisions: regulations and interpretation

CHAPTER IV Meetings and Resolutions

Meetings

374.Annual general meeting
374A.Election by private company to dispense with annual general meetings
375.Department's power to call meeting in default
376.Extraordinary general meeting on member's requisition
377.Length of notice for calling meetings
378.General provisions as to meetings and votes
378A.Quorum at meetings of the sole member
379.Power of court to order meeting
380.Proxies
381.Right to demand a poll
382.Voting on a poll
383.Representation of bodies corporate at meetings

Resolutions

384.Circulation of members' resolutions
385.In certain cases, compliance with Article 384 not required
386.Extraordinary and special resolutions
387.Resolution requiring special notice
387A.Elective resolution of private company
388.Registration, etc. of resolutions and agreements
389.Resolution passed at adjourned meeting

Written resolutions of private companies

389A.Written resolutions of private companies
389B.Duty to notify auditors of proposed written resolution
389C.Written resolutions: supplementary provisions

Records of proceedings

390.Minutes of meetings
390A.Recording of written resolutions
390B.Recording of decisions by the sole member
391.Inspection of minute books

Chapter V AUDITORS

Appointment of auditors

392.Duty to appoint auditors
393.Appointment at general meeting at which accounts laid
393A.Appointment by private company which is not obliged to lay accounts
394.Election by private company to dispense with annual appointment
395.Appointment by Department in default of appointment by company
396.Filling of casual vacancies
396A.Certain companies exempt from obligation to appoint auditors
Art. 397 rep. by 1990 NI 5

Rights of auditors

397A.Rights to information
397B.Offences relating to the provision of information to auditors
398.Right to attend company meetings, &c.

Remuneration of auditors

398A.Remuneration of auditors
398B.Remuneration of auditors or their associates for non-audit work

Removal, resignation, &c. of auditors

399.Removal of auditors
399A.Rights of auditors who are removed or not re-appointed
400.Resignation of auditors
400A.Rights of resigning auditors
401.Termination of appointment of auditors not appointed annually
401A.Statement by person ceasing to hold office as auditor
401B.Offences of failing to comply with Article 401A

PART XIII REGISTRATION OF CHARGES

402.Certain charges void if not registered
403.Charges which have to be registered
404.Formalities of registration (debentures)
405.Verification of charge on property outside Northern Ireland
406.Company's duty to notify registrar of charges it creates
407.Charges existing on property acquired
408.Registration of orders charging land, etc.
409.Register of charges to be kept by registrar
410.Endorsement of certificate on debentures
411.Entries of satisfaction and release
412.Rectification of register of charges
413.Registration of enforcement of security
414.Companies to keep copies of instruments creating charges
415.Company's register of charges
416.Right to inspect instruments which create charges, etc.
417.Application of this Part to companies incorporated outside Northern Ireland

PART XIV ARRANGEMENTS AND RECONSTRUCTIONS

418.Power of company to compromise with creditors and members
419.Information as to compromise to be circulated
420.Provisions for facilitating company reconstruction or amalgamation
420A.Application of Articles 418 to 420 mergers and divisions of public companies

PART XIVA TAKEOVER OFFERS

421.Takeover offers
422.Right of offeror to buy out minority shareholders
423.Effect of notice under Article 422
423A.Right of minority shareholder to be bought out by offeror
423B.Effect of requirement under Article 423A
423C.Applications to the court
423D.Joint offers
423E.Associates
423F.Convertible securities

PART XV INVESTIGATION OF COMPANIES AND THEIR AFFAIRS; REQUISITION OF DOCUMENTS

Appointment and functions of inspectors

424.Investigation of a company on its own application or that of its members
425.Other company investigations
426.Inspectors' powers during investigation
427.Production of documents and evidence to inspectors
Art. 428 rep. by 1990 NI 10
429.Obstruction of inspectors treated as contempt of court
430.Inspectors' reports
431.Power to bring civil proceedings on company's behalf
432.Expenses of investigating a company's affairs
Art. 433 rep. by 1990 NI 10
434.Inspectors' report to be evidence

Other powers of investigation available to the Department

435.Power to investigate company ownership
436.Provisions applicable on investigation under Article 435
437.Power to obtain information as to those interested in shares, etc.
438.Power to impose restrictions on shares and debentures
439.Investigation of share dealings

Requisition and seizure of books and papers

440.Department's power to require production of documents
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
441.Entry and search of premises
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
442.Provision for security of information obtained
443.Punishment for destroying, mutilating, etc. company documents
444.Punishment for furnishing false information
Articles 680 (restriction on prosecutions), 680A (liability of individuals for...
444A.Disclosure of information by Department or inspector

Supplementary

445.Privileged information
446.Investigation of bodies incorporated outside Northern Ireland
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
446D.Offences by bodies corporate

PART XVI ORDERS IMPOSING RESTRICTIONS ON SHARES (ARTICLE 438)

447.Consequence of order imposing restrictions
448.Punishment for attempted evasion of restrictions
449.Relaxation and removal of restrictions
450.Further provisions on sale by court order of restricted shares

PART XVII FRAUDULENT TRADING BY A COMPANY
451.Punishment for fraudulent trading

PART XVIII PROTECTION OF COMPANY'S MEMBERS AGAINST UNFAIR PREJUDICE

452.Order on application of company member
453.Order on application of the Department
454.Provisions as to petitions and orders under this Part

Part XIX - rep. by 1989 NI 19

PART XX WINDING UP OF COMPANIES REGISTERED UNDER THIS ORDER OR THE FORMER COMPANIES ACTS

CHAPTER I - V - Rep. by 1989 NI 19

CHAPTER VI PROVISIONS AS TO DISSOLUTION

602.Power of court to declare dissolution of company void
603.Registrar may strike defunct company off register
603A.Registrar may strike private company off register on application
603B.Duties in connection with making application under Article 603A
603C.Directors' duties following application under Article 603A
603D.Articles 603B and 603C: supplementary provisions
603E.Articles 603B and 603C: enforcement
603F.Other offences connected with Article 603A
604.Objection to striking off by person aggrieved
605.Property of dissolved company to be a bona vacantia
606.Effect on Article 605 of company's revival after dissolution
607.Crown disclaimer of property vesting as bona vacantia
608.Effect of Crown disclaimer under Article 607
609.Liability for rentcharge on company's land after dissolution
Arts. 610-624 rep. by 1989 NI 19

CHAPTER VII - rep. by 1989 NI 19

PART XXI rep. by 1989 NI 19

PART XXII BODIES CORPORATE SUBJECT, OR BECOMING SUBJECT, TO THIS ORDER (OTHERWISE THAN BY ORIGINAL FORMATION UNDER PART II)

CHAPTER I COMPANIES FORMED OR REGISTERED UNDER FORMER COMPANIES ACTS

625.Companies formed and registered under former Companies Acts
626.Companies registered but not formed under former Companies Acts
627.Companies re-registered with altered status under former Companies Acts
628.Companies registered under Joint Stock Companies Acts

CHAPTER II COMPANIES NOT FORMED UNDER COMPANIES LEGISLATION, BUT AUTHORISED TO REGISTER

629.Companies capable of being registered under this Chapter
630.Procedural requirements for registration
631.Change of name on registration
632.Definition of “joint stock company”
633.Requirements for registration by joint stock companies
634.Registration of joint stock company as public company
635.Other requirements for registration
636.Name of company registering
637.Certificate of registration under this Chapter
638.Effect of registration
639.Power to substitute memorandum and articles for deed of settlement

PART XXIII COMPANIES INCORPORATED OUTSIDE NORTHERN IRELAND CARRYING ON BUSINESS IN NORTHERN IRELAND

CHAPTER I REGISTRATION, ETC.

640.Application of this Part
640A.Branch registration under the Eleventh Company Law Directive (89/666/EEC)
640B.Scope of Articles 641 and 642
641.Documents to be delivered to registrar
642.Registration of altered particulars
642A.Change in registration regime
643.Obligation to state name and other particulars
644.Regulation of Part XXIII companies in respect of their names
644A.Service of documents: companies to which Article 640A applies
645.Service of documents on a Part XXIII company
645A.Documents to be filed on cessation of business: companies to which Article 640A applies
646.Documents to be filed on cessation of business
647.Penalties for non-compliance
648.Interpretation . . .

CHAPTER II DELIVERY OF ACCOUNTS AND REPORTS

648A.Credit and financial institutions to which the Bank Branches Directive (89/117/EEC) applies
648AA.Companies to which the Eleventh Company Law Directive applies
648B.Scope of Articles 649 to 652
649.Preparation of accounts and reports by Part XXIII companies
650.Part XXIII company's financial year and accounting reference periods
651.Delivery to registrar of accounts and reports of Part XXIII company
652.Penalty for non-compliance
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CHAPTER IV WINDING UP, ETC.

652N.Scope of Chapter
652O.Particulars to be delivered to the registrar: winding up
652P.Particulars to be delivered to the registrar: insolvency proceedings etc.
652Q.Penalty for non-compliance

PART XXIV THE REGISTRAR OF COMPANIES, HIS FUNCTIONS AND OFFICE

653.Registration office and registrar
654.Companies' registered numbers
654A.Registration of branches of Part XXIII companies
655.Delivery to the registar of documents in legible form
Art. 656 rep. by SR 2003/3
656A.The keeping of company records by the registrar
656B.Delivery to the registrar using electronic communications
657.Fees payable to registrar
658.Inspection, &c. of records kept by the registrar
659.Certificate of incorporation
659A.Provision and authentication by registrar of documents is non-legible form
660.Public notice by registrar of receipt or issue of certain documents
Art. 661 rep. by 1990 NI 10
662.Enforcement of company's duty to make returns
663.Registrar's index of company and corporate names
Art. 664 rep. by 1990 NI 10
664A.Interpretation

PART XXV MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS

Arts. 665‐666 rep. by 2003 NI 17
667.Unregistered companies
668.Power of company to provide for employees on cessation or transfer of business
669.Certain companies to publish periodical statement
670.Production and inspection of books where offence suspected
671.Form of company registers, etc.
672.Use of computers for company records
672A.Obligations of company as to inspection of registers, &c.
673.Service of documents
674.Costs and expenses in actions by certain limited companies
675.Power of court to grant relief in certain cases
676.Enforcement of High Court orders
677.Annual report by the Department
678.Punishment of offences
679.Summary proceedings
680.Prosecution by public authorities
680A.Offences by bodies corporate
680B.Criminal proceedings against unincorporated bodies
681.Regulations

SCHEDULES

SCHEDULE 1
PARTICULARS OF DIRECTORS, ETC. TO BE CONTAINED IN STATEMENT UNDER AERTICLE 21

Directors

1.Subject to paragraph 2, the statement under Article 21(2) shall...
2.(1) It is not necessary for the statement to contain...

Secretaries
3.(1) The statement shall contain the following particulars with respect...

Interpretation
4.In paragraphs 1(a) and 3(1)(a)— (a) “name” means a person's...

SCHEDULE 2
INTERPRETATION OF REFERNECES TO “BENEFICIAL INTEREST”

PART I REFERENCES IN ARTICLES 33, 155, 156 AND 158

Residual interests under pension and employees' share schemes

1.(1) Where shares in a company are held on trust...
2.(1) This paragraph has effect as regards the operation of...

Employer's charges and other rights of recovery
3.(1) Where shares in a company are held on trust,...

Trustee's right to expenses, remuneration, indemnity, etc.
4.(1) Where a company is a trustee. . . ,...

Supplementary
5.(1) This paragraph applies for the interpretation of this Part...

PART II REFERENCES IN SCHEDULE 5

Residual interests under pension and employees' share schemes
6.(1) Where shares in an undertaking are held on trust...

Employer's charges and other rights of recovery
7.(1) Where shares in an undertaking are held on trust,...

Trustee's right to expenses, remuneration, indemnity, &c.
8.Where an undertaking is a trustee, there shall be disregarded...

Supplementary
9.(1) The following applies for the interpretation of this Part...

SCHEDULE 3
MANDATORY CONTENTS OF PROSPECTUS

PART I MATTERS TO BE STATED

The company's proprietorship, management and its capital requirement

1.(1) The prospectus must state— (a) the number of founders...
2.Where shares are offered to the public for subscription, the...

Details relating to the offer

3.(1) The prospectus must state— (a) the time of the...
4.(1) There must be stated the number, description and amount...
5.The prospectus must state the number and amount of shares...

Property acquired or to be acquired by the company

6.(1) For the purposes of paragraphs 7 and 8, “relevant...
7.As respects any relevant property, the prospectus must state—
8.There must be stated the amount (if any) paid or...
9.(1) This paragraph applies for the interpretation of paragraphs 6,...

Commissions, preliminary expenses, etc.
10.(1) The prospectus must state— (a) the amount (if any)...

Contracts
11.(1) The prospectus must give the dates of, parties to...

Auditors
12.The prospectus must state the names and addresses of the...

Interests of directors
13.(1) The prospectus must give full particulars of—

Other matters

14.If the prospectus invites the public to subscribe for shares...
15.In the case of a company which has been carrying...

PART II AUDITORS' AND ACCOUNTANTS' REPORTS TO BE SET OUT IN PROSPECTUS

Auditors' report
16.(1) The prospectus shall set out a report by the...

Accountants' reports

17.If the proceeds of the issue of the shares or...
18.(1) The following provisions apply if— (a) the proceeds of...

Provisions interpreting preceding paragraphs, and modifying them in certain cases

19.If in the case of a company which has been...
20.“Financial year” in this Part means the year in respect...
21.Any report required by this Part shall either indicate by...
22.(1) A report required by paragraph 17 or 18 shall...

SCHEDULE 4

PART I GENERAL RULES AND FORMATS

SECTION A GENERAL RULES

1.(1) Subject to the following provisions of this Schedule—
2.(1) Where in accordance with paragraph 1 a company's balance...
3.(1) Any item required in accordance with paragraph 1 to...
4.(1) In respect of every item shown in a company's...
5.Amounts in respect of items representing assets or income may...
5A.The directors of a company must, in determining how amounts...

SECTION B THE REQUIRED FORMATS FOR ACCOUNTS

Preliminary

6.References in this Part to the items listed in any...
7.A number in brackets following any item in any of...
8.In the notes following the formats— (a) the heading of...
Balance Sheet Formats
Format 1
A.Called-up share capital not paid (1)
B.Fixed assets (I) Intangible assets (1) Development costs
C.Current assets (I) Stocks (1) Raw materials and consumables
D.Prepayments and accrued income (6)
E.Creditors: amounts falling due within one year
F.Net current assets (liabilities) (11)
G.Total assets less current liabilities
H.Creditors: amounts falling due after more than one year
I.Provisions for liabilities (1) Pensions and similar obligations
J.Accruals and deferred income (10)
K.Capital and reserves (I) Called-up share capital (12)

Balance Sheet Formats
Format 2
ASSETS
A.Called-up share capital not paid (1)
B.Fixed assets (I) Intangible assets (1) Development costs
C.Current assets (I) Stocks (1) Raw materials and consumables
D.Prepayments and accrued income (6)
LIABILITIES
A.Capital and reserves (I) Called-up share capital (12)
B.Provisions for liabilities (1) Pensions and similar obligations
C.Creditors (13) (1) Debenture loans (7) (2) Bank loans and...
D.Accruals and deferred income (10)
Notes on the balance sheet formats Called-up share capital not...
Profit and loss account formats
Format 1
(see note (17) below) Turnover Cost of sales (14) Gross...
Profit and loss account formats
Format 2 Turnover Change in stocks of finished goods and...
Profit and loss account formats
Format 3
(see note (17) below)
A.Charges (1) Cost of sales (14) (2) Distribution costs (14)...
B.Income (1) Turnover (2) Other operating income
Profit and loss account formats
Format 4
A.Charges (1) Reduction in stocks of finished goods and in...
B.Income (1) Turnover (2) Increase in stocks of finished goods...
Notes on the profit and loss account formats Cost of...

PART II ACCOUNTING PRINCIPLES AND RULES

SECTION A ACCOUNTING PRINCIPLES

Preliminary
9.Subject to paragraph 15, the amounts to be included in...

Accounting principles

10.The company shall be presumed to be carrying on business...
11.Accounting policies shall be applied consistently within the same accounts...
12.The amount of any item shall be determined on a...
13.All income and charges relating to the financial year to...
14.In determining the aggregate amount of any item the amount...

Departure from the accounting principles
15.If it appears to the directors of a company that...

SECTION B HISTORICAL COST ACCOUNTING RULESPreliminary

16.Subject to sections C and D, the amounts to be...

Fixed assets

17.General rules
18.In the case of any fixed asset which has a...
19.(1) Where a fixed asset investment of a description falling...
20.Rules for determining particular fixed asset items
21.(1) The application of paragraphs 17 to 19 in relation...

Current assets

22.Subject to paragraph 23, the amount to be included in...
23.(1) If the net realisable value of any current asset...

Miscellaneous and supplementary provisions

24.Excess of money owed over value received as an asset item
25.Assets included at a fixed amount
26.Determination of purchase price or production cost
27.(1) Subject to the qualification mentioned below, the purchase price...
28.Substitution of original stated amount where price or cost unknown

SECTION C ALTERNATIVE ACCOUNTING RULES

Preliminary

29.(1) The rules set out in section B are referred...
30.Subject to paragraphs 32 to 34, the amounts to be...

Alternative accounting rules
31.(1) Intangible fixed assets, other than goodwill, may be included...

Application of the depreciation rules
32.(1) Where the value of any asset of a company...

Additional information to be provided in case of departure from historical cost accounting rules
33.(1) This paragraph applies where the amounts to be included...

Revaluation reserve
34.(1) With respect to any determination of the value of...

SECTION D FAIR VALUE ACCOUNTING

Inclusion of financial instruments at fair value
34A.(1) Subject to sub-paragraphs (2) to (4), financial instruments (including...

Determination of fair value
34B.(1) The fair value of a financial instrument is determined...

Inclusion of hedged items at fair value
34C.A company may include any assets and liabilities that qualify...

Other assets that may be included at fair value
34D.(1) This paragraph applies to— (a) investment property, and

Accounting for changes in value
34E.(1) This paragraph applies where a financial instrument is valued...

The fair value reserve
34F.(1) The fair value reserve must be adjusted to the...

PART III NOTES TO THE ACCOUNTS

Preliminary
35.Any information required in the case of any company by...

Reserves and dividends
35A.There must be stated— (a) any amount set aside or...

Disclosure of accounting policies

36.The accounting policies adopted by the company in determining the...
36A.It shall be stated whether the accounts have been prepared...

Information supplementing the balance sheet

37.Paragraphs 38 to 51 require information which either supplements the...

38.Share capital and debentures
39.If the company has allotted any shares during the financial...
40.(1) With respect to any contingent right to the allotment...
41.(1) If the company has issued any debentures during the...
42.Fixed assets
43.Where any fixed assets of the company (other than listed...
44.In relation to any amount which is or would but...
45.Investments
45A.Information about fair value of assets and liabilities
45B.Where the company has derivatives that it has not included...
45C.(1) Sub-paragraph (2) applies if— (a) the company has financial...
45D.Information where investment property and living animals and plants included at fair value
46.Reserves and provisions
47.Provision for taxation
48.Details of indebtedness
49.If any fixed cumulative dividends on the company's shares are...
50.Guarantees and other financial commitments
51.Miscellaneous matters

Information supplementing the profit and loss account

52.Paragraphs 53 to 57 require information which either supplements the...
53.Separate statement of certain items of income and expenditure
54.Particulars of tax
55.Particulars of turnover
Para. 56 rep. by SR 2004/496

57.Miscellaneous matters

General

58.(1) Where sums originally denominated in foreign currencies have been...
58A.Dormant companies acting as agents

PART IV SPECIAL PROVISIONS WHERE COMPANY IS A PARENT COMPANY OR SUBSIDIARY UNDERTAKING

Company's own accounts
Para. 59 rep. by SR 1997/314

Guarantees and other financial commitments in favour of group undertakings
59A.Commitments within any of sub‐paragraphs (1) to (5) of paragraph...

Paras. 60‐70 rep. by 1990 NI 5

PART V SPECIAL PROVISIONS WHERE THE COMPANY IS AN INVESTMENT COMPANY

71.(1) Paragraph 34 does not apply to the amount of...
72.(1) Any distribution made by an investment company which reduces...
73.A company shall be treated as an investment company for...
Para. 74 rep. by 1990 NI 5

PART VI SPECIAL PROVISIONS WHERE THE COMPANY HAS ENTERED INTO ARRANGEMENTS SUBJECT TO MERGER RELIEF
Para. 75 rep. by 1990 NI 5

PART VII INTERPRETATION OF SCHEDULE

76.The following paragraphs apply for the purposes of this Schedule...
76A.Financial instruments
76B.(1) The expressions listed in sub‐paragraph (2) have the same...
Paras. 77‐80 rep. by 1990 NI 5
81.Historical cost accounting rules
81A.Investment property
82.Leases
83.Listed investments
84.Loans
85.Materiality
Para. 86 rep. by 1990 NI 5
87.Provisions
88.References to provisions for liabilities are to any amount retained...
Paras. 89‐91 rep. by 1990 NI 5
92.Staff costs
Para. 93 rep. by 1990 NI 5

SCHEDULE 4A
FORM AND CONTENT OF GROUP ACCOUNTS

General rules

1.(1) Group accounts shall comply so far as practicable with...
2.(1) The consolidated balance sheet and profit and loss account...
3.(1) Where assets and liabilities to be included in the...
4.Any differences of accounting rules as between a parent company's...
5.Amounts which in the particular context of any provision of...

Elimination of group transactions
6.(1) Debts and claims between undertakings included in the consolidation,...

Acquisition and merger accounting

7.(1) The following provisions apply where an undertaking becomes a...
8.An acquisition shall be accounted for by the acquisition method...
9.(1) The acquisition method of accounting is as follows.
10.(1) The conditions for accounting for an acquisition as a...
11.(1) The merger method of accounting is as follows.
12.(1) Where a group is acquired, paragraphs 9 to 11...
13.(1) The following information with respect to acquisitions taking place...
14.(1) There shall also be stated in a note to...
15.Where during the financial year there has been a disposal...
16.The information required by paragraph 13, 14 or 15 need...

Minority interests

17.(1) The formats set out in Schedule 4 have effect...
Para. 18 rep. by SR 2004/496

Joint ventures
19.(1) Where an undertaking included in the consolidation manages another...

Associated undertakings

20.(1) An “associated undertaking” means an undertaking in which an...
21.(1) The formats set out in Schedule 4 have effect...
22.(1) The interest of an undertaking in an associated undertaking,...

SCHEDULE 5
DISCLOSURE OF INFORMATION: RELATED UNDERTAKINGS

PART I COMPANIES NOT REQUIRED TO PREPARE GROUP ACCOUNTS

Subsidiary undertakings
1.(1) The following information shall be given where at the...

Holdings in subsidiary undertakings
2.(1) There shall be stated in relation to shares of...

Financial information about subsidiary undertakings
3.(1) There shall be disclosed with respect to each subsidiary...

Financial years subsidiary undertakings

4.Where— (a) disclosure is made under paragraph 3(1) with respect...
Para. 5 rep. by SR 1997/314

Shares and debentures of company held by subsidiary undertakings
6.(1) The number, description and amount of the shares in....

Significant holdings in undertakings other than subsidiary undertakings

7.(1) The information required by paragraphs 8 and 9 shall...
8.(1) The name of the undertaking shall be stated.
9.(1) . . . ,there shall also be stated—

Membership of certain undertakings
9A.(1) The information required by this paragraph shall be given...

Para. 10 rep. by SR 1997/314

Parent undertaking drawing up accounts for larger group
11.(1) Where the company is a subsidiary undertaking, the following...

Identification of ultimate parent company
12.(1) Where the company is a subsidiary undertaking, the following...

Constructions of references to shares held by company
13.(1) References in this Part to shares held by a...

PART II COMPANIES REQUIRED TO PREPARE GROUP ACCOUNTS

Introductory
14.In this Part “the group” means the group consisting of...

Subsidiary undertakings
15.(1) The following information shall be given with respect to...

Holdings in subsidiary undertakings
16.(1) The following information shall be given with respect to...

Financial information about subsidiary undertakings not included in the consolidation
17.(1) There shall be shown with respect to each subsidiary...

Paras. 18, 19 rep. by SR 1997/314

Shares and debentures of company held by subsidiary undertakings
20.(1) The number, description and amount of the shares in....

Joint ventures
21.(1) The following information shall be given where an undertaking...

Associated undertakings
22.(1) The following information shall be given where an undertaking...

Other significant holdings of parent company or group

23.(1) The information required by paragraphs 24 and 25 shall...
24.(1) The name of the undertaking shall be stated.
25.(1) . . . there shall also be stated—
26.(1) The information required by paragraphs 27 and 28 shall...
27.(1) The name of the undertaking shall be stated.
28.(1) . . . there shall also be stated—

Parent company's or group's membership of certain undertakings
28A.(1) The information required by this paragraph shall be given...

Para. 29 rep. by SR 1997/314

Parent undertaking drawing up accounts for larger group
30.(1) Where the parent company is itself a subsidiary undertaking,...

Identification of ultimate parent company
31.(1) Where the parent company is itself a subsidiary undertaking,...

Construction of references to shares held by parent company or group
32.(1) References in this Part to shares held by the...

SCHEDULE 6

PART I CHAIRMAN'S AND DIRECTORS' EMOLUMENTS, PENSIONS AND COMPENSATION FOR LOSS OF OFFICE

CHAPTER 1
PROVISIONS APPLYING TO QUOTED AND UNQUOTED COMPANIES
1.Aggregate amount of directors' emoluments etc.

CHAPTER II
PROVISIONS APPLYING ONLY TO UNQUOTED COMPANIES

2.Details of highest paid director's emoluments etc.
7.Excess retirement benefits of directors and past directors
8.Compensation to directors for loss of office
9.Sums paid to third parties in respect of directors' services
10.Supplementary
11.(1) The amounts to be shown for any financial year...
12.Where it is necessary to do so for the purpose...
13.Interpretation
14.Supplementary

PART II LOANS, QUASI‐LOANS AND OTHER DEALINGS IN FAVOUR OF DIRECTORS

15.The group accounts of a holding company, or if it...
16.The accounts prepared by a company other than a holding...
17.(1) For the purposes of paragraphs 15(c) and 16(c), a...
18.Paragraphs 15 and 16 do not apply in relation to...
19.Paragraphs 15 and 16 apply whether or not—
20.Neither paragraph 15(c) nor paragraph 16(c) applies in relation to...
21.Neither paragraph 15(c) nor paragraph 16(c) applies in relation to...
22. The particulars required by this Part
23.In paragraph 22(2), heads (c) to (f) do not apply...
24. Excluded transactions
25.In relation to a company's accounts for a financial year,...
For this purpose a company's net assets are the aggregate...
26.Section 258 of the Companies Act 2006 (power to increase...
27.Interpretation

PART III OTHER TRANSACTIONS, ARRANGEMENTS AND AGREEMENTS

28.This Part applies in relation to the following classes of...
29.(1) To comply with this Part, the accounts must contain...
30.The following provisions of the Companies Act 2006 apply for...

SCHEDULE 7

PART I MATTERS OF A GENERAL NATURE

Asset values
1.Sub-para. (1) rep. by SR 1997/314 (2) If, in the...

Directors' interests

2.(1) The information required by paragraphs 2A and 2B shall...
2A.(1) It shall be stated with respect to each director...
2B.(1) It shall be stated with respect to each director...

Political and charitable gifts

3.(1) The following applies if the company (not being the...
4.(1) Paragraph 3 does not apply to a company which,...
5.(1) This paragraph applies for the interpretation of paragraphs 3...
Para. 5A rep. by SR 1997/314

Miscellaneous
6.(1) The directors' report shall contain— (a) particulars of any...

PART II DISCLOSURE REQUIRED BY COMPANY ACQUIRING ITS OWN SHARES, ETC.

7.This Part applies where shares in a company—
8.The directors' report with respect to a financial year shall...

PART III DISCLOSURE CONCERNING EMPLOYMENT, ETC. OF DISABLED PERSONS
9.(1) This Part applies to the directors' report where the...

Part IV rep. by SR 1997/314

PART V EMPLOYEE INVOLVEMENT
11.(1) This part applies to the director's report where the...

Part VI Policy and Practice on Payment of Creditors
12.(1) This Part applies to the directors report for a...

SCHEDULE 7ZA
OPERATING AND FINANCIAL REVIEW

Review objective
1.An operating and financial review is a balanced and comprehensive...

Other general requirements
2.The review must include— (a) a statement of the business,...

Details of particular matters

3.(1) To the extent necessary to comply with the general...
4.(1) The review must include— (a) information about environmental matters...
5.The review must also include— (a) information about persons with...
6.(1) The review must include analysis using financial and, where...

Reference to and explanation of company accounts
7.To the extent necessary to comply with the general requirements...

Application of Schedule to group operating and financial review
8.In relation to a group operating and financial review this...

SCHEDULE 7A

PART I INTRODUCTORY
1.(1) In the directors' remuneration report for a financial year...

PART II INFORMATION NOT SUBJECT TO AUDIT

Consideration by the directors of matters relating to directors' remuneration
2.(1) If a committee of the company's directors has considered...

Statement of company's policy on directors' remuneration
3.(1) The directors' remuneration report shall contain a statement of...

Performance graph
4.(1) The directors' remuneration report shall— (a) contain a line...

Service contracts
5.(1) The directors' remuneration report shall contain, in respect of...

PART III INFORMATION SUBJECT TO AUDIT

Amount of each director's emoluments and compensation in the relevant financial year
6.(1) The directors' remuneration report shall for the relevant financial...

Share options

7.(1) The directors' remuneration report shall contain, in respect of...
8.The information required by sub‐paragraph (1) of paragraph 7 in...
9.(1) If, in the opinion of the directors of the...

Long-term incentive schemes

10.(1) The directors' remuneration report shall contain, in respect of...
11.(1) The information required by sub‐paragraph (1) of paragraph 10...

Pensions
12.(1) The directors' remuneration report shall, for each person who...

Excess retirement benefits of directors and past directors
13.(1) Subject to sub‐paragraph (3), the directors' remuneration report shall...

Compensation for past directors
14.The directors' remuneration report shall contain details of any significant...

Sums paid to third parties in respect of a director's services
15.(1) The directors' remuneration report shall show, in respect of...

PART IV INTERPRETATION AND SUPPLEMENTARY

16.(1) In this Schedule— “amount”, in relation to a gain...
17.(1) For the purposes of this Schedule emoluments paid or...
18.(1) The following applies with respect to the amounts to...
19.(1) The amounts to be shown for any financial year...
20.Where it is necessary to do so for the purpose...
21.This Schedule requires information to be given only so far...

SCHEDULE 8
FORM AND CONTENT OF ACCOUNTS PREPARED BY SMALL COMPANIES

PART I GENERAL RULES AND FORMATS

SECTION A GENERAL RULES

1.(1) Subject to the following provisions of this Schedule—
2.(1) Where in accordance with paragraph 1 a small company's...
3.(1) Any item required in accordance with paragraph 1 to...
4.(1) In respect of every item shown in a small...
5.Amounts in respect of items representing assets or income may...
5A.The directors of a company must, in determining how amounts...

SECTION B THE REQUIRED FORMATS FOR ACCOUNTS

Preliminary

6.References in this Part to the items listed in any...
7.A number in brackets following any item in any of...
8.In the notes following the formats— (a) the heading of...
Balance Sheet Formats
Format 1
A.Called-up share capital not paid (1)
B.Fixed assets (I) Intangible assets (1) Goodwill (2)
C.Current assets (I) Stocks (1) Stocks (2) Payments on account...
D.Prepayments and accrued income (6)
E.Creditors: amounts falling due within one year
F.Net current assets (liabilities) (8)
G.Total assets less current liabilities
H.Creditors: amounts falling due after more than one year
I.Provisions for liabilities
J.Accruals and deferred income (7)
K.Capital and reserves (I) Called up share capital (9)

Balance Sheet Formats
Format 2
ASSETS
A.Called up share capital not paid (1)
B.Fixed assets (I) Intangible assets (1) Goodwill (2)
C.Current assets (I) Stocks (1) Stocks (2) Payments on account...
D.Prepayments and accrued income (6)
LIABILITIES
A.Capital and reserves (I) Called up share capital (9)
B.Provisions for liabilities
C.Creditors (10) (1) Bank loans and overdrafts
D.Accruals and deferred income (7)
Notes on the balance sheet formats Called-up share capital not...
Profit and loss account formats
Format 1
(see note (14) below) Turnover Cost of sales (11) Gross...
Profit and loss account formats
Format 2 Turnover Change in stocks of finished goods and...
Profit and loss account formats
Format 3
(see note (14) below)
A.Charges (1) Cost of sales (11) (2) Distribution costs (11)...
B.Income (1) Turnover (2) Other operating income
Profit and loss account formats
Format 4
A.Charges (1) Reduction in stock of finished goods and in...
B.Income (1) Turnover (2) Increase in stocks of finished goods...
Notes on the profit and loss account formats Cost of...

PART II ACCOUNTING PRINCIPLES AND RULES

SECTION A ACCOUNTING PRINCIPLES

Preliminary
9.Subject to paragraph 15, the amounts to be included in...

Accounting principles

10.The company shall be presumed to be carrying on business...
11.Accounting policies shall be applied consistently within the same accounts...
12.The amount of any item shall be determined on a...
13.All income and charges relating to the financial year to...
14.In determining the aggregate amount of any item the amount...

Departure from the accounting principles
15.If it appears to the directors of a small company...

SECTION B HISTORICAL COST ACCOUNTING RULES

Preliminary
16.Subject to sections C and D, the amounts to be...

Fixed assets

17.General rules
18.In the case of any fixed asset which has a...
19.(1) Where a fixed asset investment of a description falling...
20.Rules for determining particular fixed asset items
21.(1) The application of paragraphs 17 to 19 in relation...

Current assets

22.Subject to paragraph 23, the amount to be included in...
23.(1) If the net realisable value of any current asset...

Miscellaneous and supplementary provisions

24.Excess of money owed over value received as an asset item
25.Assets included at a fixed amount
26.Determination of purchase price or production cost
27.(1) Subject to the qualification mentioned below, the purchase price...
28.Substitution of original stated amount where price or cost unknown

SECTION C ALTERNATIVE ACCOUNTING RULES

Preliminary

29.(1) The rules set out in section B are referred...
30.Subject to paragraphs 32 to 34, the amounts to be...

Alternative accounting rules
31.(1) Intangible fixed assets, other than goodwill, may be included...

Application of the depreciation rules

32.Where the value of any asset of a small company...
33.Additional information to be provided in case of departure from historical cost accounting rules

Revaluation reserve
34.(1) With respect to any determination of the value of...

SECTION D FAIR VALUE ACCOUNTING

Inclusion of financial instruments at fair value
34A.(1) Subject to sub‐paragraphs (2) to (4), financial instruments (including...

Determination of fair value
34B.(1) The fair value of a financial instrument is determined...

Inclusion of hedged items at fair value
34C.A company may include any assets and liabilities that qualify...

Other assets that may be included at fair value
34D.(1) This paragraph applies to— (a) investment property, and

Accounting for changes in value
34E.(1) This paragraph applies where a financial instrument is valued...

The fair value reserve
34F.(1) The fair value reserve must be adjusted to the...

PART III NOTES TO THE ACCOUNTS

Preliminary
35.Any information required in the case of any small company...

Reserves and dividends
35A.There must be stated— (a) any amount set aside or...

Disclosure of account policies
36.The accounting policies adopted by the company in determining the...

Information supplementing the balance sheet

37.Paragraphs 38 to 47 require information which either supplements the...

38.Share capital and debentures
39.If the company has allotted any shares during the financial...
40.Fixed assets
41.Where any fixed assets of the company (other than listed...
42.Investments
42A.Information about fair value of assets and liabilities
42B.(1) Sub‐paragraph (2) applies if— (a) the company has financial...
42C.Information where investment property and living animals and plants included at fair value
43.Reserves and provisions
44.Details of indebtedness
45.If any fixed cumulative dividends on the company's shares are...
46.Guarantees and other financial commitments
47.Miscellaneous matters

Information supplementing the profit and loss account

48.Paragraphs 49 and 50 require information which either supplements the...
49.Particulars of turnover
50.Miscellaneous matters

General

51.(1) Where sums originally denominated in foreign currencies have been...
51A.Dormant companies acting as agents

PART IV INTERPRETATION OF SCHEDULE

52.The following paragraphs apply for the purposes of this Schedule...
52A.Financial instruments
52B.(1) The expressions listed in sub‐paragraph (2) have the same...
53.Historical cost accounting rules
53A.Investment property
54.Listed investments
55.Loans
56.Materiality
57.Provisions
58.References to provisions for liabilities are to any amount retained...
59.Staff costs

SCHEDULE 8A
Form and Content of Abbreviated Accounts of Small Companies delivered to Registrar

PART I BALANCE SHEET FORMATS

1.A small company may deliver to the registrar a copy...
2.The formats referred to in paragraph 1 are as follows—...
Balance Sheet Formats
Format 1
A.Called-up share capital not paid
B.Fixed assets (I) Intangible assets (II) Tangible assets
C.Current assets (I) Stocks (II) Debtors (1)
D.Prepayments and accrued income
E.Creditors: amounts falling due within one year
F.Net current assets (liabilities)
G.Total assets less current liabilities
H.Creditors: amounts falling due after more than one year
I.Provisions for liabilities
J.Accruals and deferred income
K.Capital and reserves (I) Called up share capital
Balance Sheet Formats
Format 2
ASSETS
A.Called up share capital not paid
B.Fixed assets (I) Intangible assets (II) Tangible assets
C.Current assets (I) Stocks (II) Debtors (1)
D.Prepayments and accrued income
LIABILITIES
A.Capital and reserves (I) Called up share capital
B.Provisions for liabilities
C.Creditors (2)
D.Accrurals and deferred income
Notes on the balance sheet formats Debtors (Formats 1 and...

PART II NOTES TO THE ACCOUNTS

Preliminary
3.Any information required in the case of any small company...

Disclosure of accounting policies
4.The accounting policies adopted by the company in determining the...

Information supplementing the balance sheet

5.Share capital and debentures
6.If the company has allotted any shares during the financial...
7.Fixed assets
7A.Financial fixed assets
8.Details of indebtedness

General

9.(1) Where sums originally denominated in foreign currencies have been...
9A.Dormant companies acting as agents

SCHEDULE 9

PART I INDIVIDUAL ACCOUNTS

CHAPTER I
GENERAL RULES AND FORMATS

SECTION A
GENERAL RULES

1.(1) Subject to the following provisions of this Part:
4.(1) In respect of every item shown in the balance...
5.(1) Subject to the following provisions of this paragraph and...
6.(1) Assets shall be shown under the relevant balance sheet...
7.Assets acquired in the name of and on behalf of...
Para. 8 rep. by SR 2004/496
8A.The directors of a company must, in determining how amounts...

SECTION B
THE REQUIRED FORMATS FOR ACCOUNTS

Preliminary

9.(1) References in this Part to the balance sheet format...
10.A number in brackets following any item in any of...

Balance Sheet Format

ASSETS
1.Cash and balances at central [or post office] banks (1)...
5.Debt securities [and other fixed income securities] (6), (20)
6.Equity shares [and other variable-yield securities]
7.Participating interests
8.Shares in group undertakings
9.Intangible fixed assets (7)
10.Tangible fixed assets (8)
11.Called up capital not paid (9)
12.Own Shares (10)
13.Other assets
14.Called up capital not paid (9)
15.Prepayments and accrued income
Total assets
LIABILITIES
1.Deposits by banks (11), (20) (a) Repayable on demand
5.Accruals and deferred income
6.Provisions for liabilities (a) Provisions for pensions and similar obligations...
7.Subordinated liabilities (14), (20)
8.Called up share capital (15)
9.Share premium account
10.Reserves (a) Capital redemption reserve (b) Reserve for own shares...
11.Revaluation reserve
12.Profit and loss account
Total liabilities
MEMORANDUM ITEMS
1.Contingent liabilities (16) (1) Acceptances and endorsements

Notes on the balance sheet format and memorandum items

(1).Cash and balances at central [or post office] banks
(Assets item 1)
Cash shall comprise all currency including foreign notes and coins....
Only those balances which may be withdrawn without notice and...
(Assets item 2(a))
Treasury bills and similar securities shall comprise treasury bills and...
(Assets item 2(b))
Other eligible bills shall comprise all bills purchased to the...
(Assets item 3)
Loans and advances to banks shall comprise all loans and...
(5).Loans and advances to customers
(Assets item 4)
Loans and advances to customers shall comprise all types of...
(6).Debt securities [and other fixed income securities]
(Assets item 5)
This item shall comprise transferable debt securities and any other...
Where a company holds its own debt securities these shall...
Securities bearing interest rates that vary in accordance with specific...
(7).Intangible fixed assets
(Assets item 9)
This item shall comprise: development costs; concessions, patents, licences, trade...
Amounts representing goodwill shall only be included to the extent...
There shall be disclosed, in a note to the accounts,...
(8).Tangible fixed assets
(Assets item 10)
This item shall comprise: —land and buildings; —plant and machinery;...
(9).Called up capital not paid
(Assets items 11 and 14)
The two positions shown for this item are alternatives.
(10).Own shares
(Assets item 12)
The nominal value of the shares held shall be shown...
(11).Deposits by banks
(Liabilities item 1)
Deposits by banks shall comprise all amounts arising out of...
(12).Customer accounts
(Liabilities item 2)
This item shall comprise all amounts owed to creditors that...
(13).Debt securities in issue
(Liabilities item 3)
This item shall include both debt securities and debts for...
(14).Subordinated liabilities
(Liabilities item 7)
This item shall comprise all liabilities in respect of which...
(15).Called up share capital
(Liabilities item 8)
The amount of allotted share capital and the amount of...
(16).Contingent liabilities
(Memorandum item 1)
This item shall include all transactions whereby the company has...
Liabilities arising out of the endorsement of rediscounted bills shall...
(17).Contingent liabilities: Guarantees and assets pledged as collateral security
(Memorandum item 1(2))
This item shall include all guarantee obligations incurred and assets...
(18).Commitments
(Memorandum item 2)
This item shall include every irrevocable commitment which could give...
(19).Commitments: Commitments arising out of sale and option to resell...
(Memorandum item 2(1))
This sub-item shall comprise commitments entered into by the company...
(20).Claims on, and liabilities to, undertakings in which a participating...
(Assets items 2 to 5, Liabilities items 1 to 3...
The following information must be given either by way of...
The amount of the following must be shown for each...

Special Rules

11.Subordinated assets
12.Syndicated loans
13.Sale and repurchase transactions
14.Sale and option to resell transactions
15.Managed funds

Profit and Loss Account Formats

FORMAT 1

Vertical layout
1.Interest receivable (1) (1) Interest receivable and similar income arising...
5.Fees and commissions payable (4)
6.Dealing [profits] [losses] (5)
7.Other operating income
8.Administrative expenses (a) Staff costs (i) Wages and salaries
9.Depreciation and amortisation (6)
10.Other operating charges
11.Provisions (a) Provisions for bad and doubtful debts (7)
12.Adjustments to provisions (a) Adjustments to provisions for bad and...
13.Amounts written off fixed asset investments (11)
14.Adjustments to amounts written off fixed asset investments (12)
15.[Profit] [loss] on ordinary activities before tax
16.Tax on [profit] [loss] on ordinary activities
17.[Profit] [loss] on ordinary activities after tax
18.Extraordinary income
19.Extraordinary charges
20.Extraordinary [profit] [loss]
21.Tax on extraordinary [profit] [loss]
22.Extraordinary [profit] [loss] after tax
23.Other taxes not shown under the preceding items
24.[Profit] [loss] for the financial year

FORMAT 2

Horizontal layout
A.Charges (1) Interest payable (2) (2) Fees and commissions payable...
B.Income (1) Interest receivable (1) (1) Interest receivable and similar...

Notes on the profit and loss account formats

(1).Interest receivable
(Format 1, item 1; Format 2, item B1)
This item shall include all income arising out of banking...
(Format 1, item 2; Format 2, item A1)
This item shall include all expenditure arising out of banking...
(Format 1, item 4; Format 2, item B3)
Fees and commissions receivable shall comprise income in respect of...
In particular the following fees and commissions receivable must be...
(Format 1, item 5; Format 2, item A2)
Fees and commissions payable shall comprise charges for all services...
In particular the following fees and commissions payable must be...
(5).Dealing [profits] [losses]
(Format 1, item 6; Format 2, items B4 and A3)...
This item shall comprise: the net profit or net loss...
(6).Depreciation and amortisation
(Format 1, item 9; Format 2, item A5)
This item shall comprise depreciation and other amounts written off...
(7).Provisions: Provisions for bad and doubtful debts
(Format 1, item 11(a); Format 2, item A7(a))
Provisions for bad and doubtful debts shall comprise charges for...
(8).Provisions: Provisions for contingent liabilities and commitments
(Format 1, item 11(b); Format 2, item A7(b))
This item shall comprise charges for provisions for contingent liabilities...
(9).Adjustments to provisions: Adjustments to provisions for bad and doubtful...
(Format 1, item 12(a); Format 2, item B5(a))
This item shall include credits from the recovery of loans...
(10).Adjustments to provisions: Adjustments to provisions for contingent liabilities and...
(Format 1, item 12(b); Format 2, item B5(b))
This item comprises credits from the reduction of provisions previously...
(11).Amounts written off fixed asset investments
(Format 1, item 13; Format 2, item A8)
Amounts written off fixed asset investments shall comprise amounts written...
(12).Adjustments to amounts written off fixed asset investments
(Format 1, item 14; Format 2, item B6)
Adjustments to amounts written off fixed asset investments shall include...

CHAPTER II
ACCOUNTING PRINCIPLES AND RULES

SECTION A
ACCOUNTING PRINCIPLES
16.Subject to paragraph 22, the amounts to be included in...

Accounting principles

17.The company shall be presumed to be carrying on business...
18.Accounting policies shall be applied consistently within the same accounts...
19.The amount of any item shall be determined on a...
20.All income and charges relating to the financial year to...
21.In determining the aggregate amount of any item the amount...

Departure from the accounting principles
22.If it appears to the directors of a company that...

SECTION B
VALUATION RULES

HISTORICAL COST ACCOUNTING RULES

Preliminary
23.Subject to paragraphs 39 to 44F, the amounts to be...

Fixed assets

24.General rules
25.In the case of any fixed asset which has a...
26.(1) Where a fixed asset investment of a description falling...
27.Development costs
28.Goodwill
29.Intangible and tangible fixed assets
30.Other fixed assets
31.Financial fixed assets

Current Assets

32.The amount to be included in respect of loans and...
33.(1) If the net realisable value of any asset referred...
34.(1) Subject to paragraph 33, the amount to be included...

Miscellaneous and supplementary provisions

35.Excess of money owed over value received as an asset item
36.Determination of cost
37.(1) Subject to the qualification mentioned below, the cost of...
38.Substitution of original amount where price or cost unknown

ALTERNATIVE ACCOUNTING RULES

Preliminary

39.(1) The rules set out in paragraphs 24 to 38...
40.Subject to paragraphs 42 to 44, the amounts to be...

Alternative accounting rules
41.(1) Intangible fixed assets, other than goodwill, may be included...

Application of the depreciation rules
42.(1) Where the value of any asset of a company...

Additional information to be provided in case of departure from historical cost accounting rules
43.(1) This paragraph applies where the amounts to be included...

Revaluation reserve
44.(1) With respect to any determination of the value of...

FAIR VALUE ACCOUNTING

Inclusion of financial instruments at fair value
44A.(1) Subject to sub-paragraphs (2) to (4), financial instruments (including...

Determination of fair value
44B.(1) The fair value of a financial instrument is determined...

Inclusion of hedged items at fair value
44C.A company may include any assets and liabilities that qualify...

Other assets that may be included at fair value
44D.(1) This paragraph applies to— (a) investment property, and

Accounting for changes in value
44E.(1) This paragraph applies where a financial instrument is valued...

The fair value reserve
44F.(1) The fair value reserve must be adjusted to the...

ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

45.(1) Subject to the following sub-paragraphs, amounts to be included...
46.(1) Subject to sub-paragraph (2), any difference between the amount...

CHAPTER III
NOTES TO THE ACCOUNTS

Preliminary
47.(1) Any information required in the case of a company...

General

48.Disclosure of accounting policies
49.It shall be stated whether the accounts have been prepared...
50.Sums denominated in foreign currencies
50A.Reserves and dividends

Information supplementing the balance sheet

51.Share capital and debentures
52.If the company has allotted any shares during the financial...
53.(1) With respect to any contingent right to the allotment...
54.(1) If the company has issued any debentures during the...
55.Fixed assets
56.Where any fixed assets of the company (other than listed...
57.In relation to any amount which is included under Assets...
58.There shall be disclosed separately the amount of:
58A.Information about fair value of assets and liabilities
58B.Where the company has derivatives that it has not included...
58C.(1) Sub‐paragraph (2) applies if— (a) the company has financial...
58D.Information where investment property and living animals and plants included at fair value
59.Reserves and provisions
60.Provision for taxation
61.Maturity analysis
62.Debt and other fixed income securities
63.Subordinated liabilities
64.Fixed cumulative dividends
65.Details of assets charged
66.Guarantees and other financial commitments
67.Memorandum items: Group undertakings
68.Transferable securities
69.Leasing transactions
70.Assets and liabilities denominated in a currency other than sterling (or the currency in which the accounts are drawn up)
71.Sundry assets and liabilities
72.Unmatured forward transactions
73.Miscellaneous matters

Information supplementing the profit and loss account

Para. 74 rep. by SR 1997/314
75.Particulars of tax
76.Particulars of income
Para. 77 rep. by SR 2004/496
78.Management and agency services
79.Subordinated liabilities
80.Sundry income and charges
81.Miscellaneous matters

CHAPTER IV
INTERPRETATION OF PART I

82.General
82A.Financial instruments
82B.(1) The expressions listed in sub‐paragraph (2) have the same...
83.Loans
84.Materiality
85.Provisions
86.Staff costs

PART II CONSOLIDATED ACCOUNTS

Para. 1 rep. by SR 2004/496
5.Foreign currency translation
6.Any income and expenditure of undertakings included in the consolidation...
7.Information as to undertaking in which shares held as a result of financial assistance operation

PART III ADDITIONAL DISCLOSURE: RELATED UNDERTAKINGS
1.(1) Where accounts are prepared in accordance with the special...

PART IV ADDITIONAL DISCLOSURE: EMOLUMENTS AND OTHER BENEFITS OF DIRECTORS AND OTHERS

1.The provisions of this Part have effect with respect to...
2.Loans, quasi-loans and other dealings
3.Other transactions, arrangements and agreements

SCHEDULE 9A
Form and Content of Accounts of Insurance Companies and Groups

PART 1 INDIVIDUAL ACCOUNTS

CHAPTER 1
GENERAL RULES AND FORMATS

SECTION A

GENERAL RULES

1.(1) Subject to the following provisions of this Part—
2.(1) Any item required in accordance with paragraph 1 to...
3.(1) In respect of every item shown in the balance...
4.Subject to the provisions of this Schedule, amounts in respect...
Para. 5 rep. by SR 2004/496
6.(1) The provisions of this Schedule which relate to long...
6A.The directors of a company must, in determining how amounts...

SECTION B
THE REQUIRED FORMATS FOR ACCOUNTS

Preliminary

7.(1) References in the Part to the balance sheet format...
8.A number in brackets following any item in either of...
9.(1) In the profit and loss account format set out...

Balance Sheet Format

ASSETS
A.Called up share capital not paid (1)
B.Intangible assets (1) Development costs (2) Concessions, patents, licences, trade...
C.Investments
I.Land and buildings (4)
II.Investments in group undertakings and participating interests
III.Other financial investments (1) Shares and other variable-yield securities and...
IV.Deposits with ceding undertakings (10)
D.Assets held to cover linked liabilities (11)
Da.Reinsurers' share of technical provisions (12) (1) Provision for unearned...
E.Debtors (13)
I.Debtors arising out of direct insurance operations
II.Debtors arising out of reinsurance operations
III.Other debtors
IV.Called up share capital not paid (1)
F.Other assets
I.Tangible assets (1) Plant and machinery (2) Fixtures, fittings, tools...
II.Stocks (1) Raw materials and consumables (2) Work in progress...
III.Cash at bank and in hand
IV.Own shares (14)
V.Other (15)
G.Repayments and accrued income
I.Accrued interest and rent (16)
II.Deferred acquisition costs (17)
III.Other repayments and accrued income
LIABILITIES
A.Capital and reserves
I.Called up share capital or equivalent funds
II.Share premium account
III.Revaluation reserve
IV.Reserves (1) Capital redemption reserves (2) Reserve for own shares...
V.Profit and loss account
B.Subordinated liabilities (18)
Ba.Fund for future appropriations (19)
C.Technical provisions (1) Provision for unearned premiums (20)
D.Technical provisions for linked liabilities (26) (a) gross amount
E.Provisions for other risks (1) Provisions for pensions and similar...
F.Deposits received from reinsurers (27)
G.Creditors (28)
I.Creditors arising out of direct insurance operations
II.Creditors arising out of reinsurance operations
III.Debenture loans (29)
IV.Amounts owed to credit institutions
V.Other creditors including taxation and social security
H.Accruals and deferred income

Notes on the Balance Sheet Format

(1).Called up share capital not paid
(Assets items A and E.IV)
This item may be shown in either of the positions...
(2).Concessions, patents, licences, trade marks and similar rights and assets...
(Assets item B.2)
Amounts in respect of assets shall only be included in...
(Assets item B.3)
Amounts representing goodwill shall only be included to the extent...
(4).Land and Buildings
(Assets item C.1)
The amount of any land and buildings occupied by the...
(5).Debt securities and other fixed income securities
(Assets item C.III.2)
This item shall comprise transferable debt securities and any other...
Securities bearing interest rates that vary in accordance with specific...
(6).Participation in investment pools
(Assets item C.III.3)
This item shall comprise shares held by the company in...
(7).Loans secured by mortgages and other loans
(Assets items C.III.4 and C.III.5)
Loans to policy holders for which the policy is the...
(8).Deposits with credit institutions
(Assets item C.III.6)
This item shall comprise sums the withdrawal of which is...
(9).Other
(Assets item C.III.7)
This item shall comprise those investments which are not covered...
(10).Deposits with ceding undertakings
(Assets item C.IV)
Where the company accepts reinsurance this item shall comprise amounts,...
These amounts may not be combined with other amounts owed...
Securities deposited with ceding undertakings or third parties which remain...
(11).Assets held to cover linked liabilities
(Assets item D)
In respect of long-term business, this item shall comprise investments...
This item shall also comprise investments which are held on...
(12).Reinsurance amounts
(Assets item Da: Liabilities items C.1(b), 2(b), 3(b), 4(b) and...
The reinsurance amounts may be shown either under Assets item...
The reinsurance amounts shall comprise the actual or estimated amounts...
As regards the provision for unearned premiums, the reinsurance amounts...
(13).Debtors
(Assets item E)
Amounts owned by group undertakings and undertakings in which the...
(14).Own shares
(Assets item F.IV)
The nominal value of the shares shall be shown separately...
(15).Other
(Assets item F.V)
This item shall comprise those assets which are not covered...
(16).Accrued interest and rent
(Assets item G.I)
This item shall comprise those items that represent interest and...
(17).Deferred acquisition costs
(Assets item G.II)
This item shall comprise the costs of acquiring insurance policies...
Deferred acquisition costs arising in general business shall be distinguished...
In the case of general business, the amount of any...
There shall be disclosed in the notes to the accounts—...
(18).Subordinated liabilities
(Liabilities item B)
This item shall comprise all liabilities in respect of which...
(19).Fund for future appropriations
(Liabilities item Ba)
This item shall comprise all funds the allocation of which...
Transfers to and from this item shall be shown in...
(20).Provision for unearned premiums
(Liabilities item C.1)
In the case of long-term business the provision for unearned...
The provision for unearned premiums shall comprise the amount representing...
(21).Long term business provision
(Liabilities item C.2)
This items shall comprise the actuarially estimated value of the...
This item shall also comprise claims incurred but not reported,...
(22).Claims outstanding
(Liabilities item C.3)
This item shall comprise the total estimated ultimate cost to...
(23).Provision for bonuses and rebates
(Liabilities item C.4)
This item shall comprise amounts intended for policy holders or...
(24).Equalisation provision
(Liabilities item C.5)
This item shall comprise the amount of any equalisation reserve...
This item shall also comprise any amounts which, in accordance...
A company which otherwise constitutes reserves to equalise fluctuations in...
(25).Other technical provisions
(Liabilities item C.6)
This item shall comprise, inter alia, the provision for unexpired...
(26).Technical provisions for linked liabilities
(Liabilities item D)
This item shall comprise technical provisions constituted to cover liabilities...
Any additional technical provisions constituted to cover death risks, operating...
This item shall also comprise technical provisions representing the obligations...
(27).Deposits received from reinsurers
(Liabilities item F)
Where the company cedes reinsurance, this item shall comprise amounts...
Where the company cedes reinsurance and has received as a...
(28).Creditors
(Liabilities item G)
Amounts owed to group undertakings and undertakings in which the...
(29).Debenture loans
(Liabilities item G.III)
The amount of any convertible loans shall be shown separately....

Special Rules for Balance Sheet Format

10.Additional items
11.Managed funds
12.Deferred acquisition costs

Profit and loss account format

I.Technical account—General business (1) Earned premiums, net of reinsurance
II.Technical account—long term business (1) Earned premiums, net of reinsurance...
III.Non-technical account (1) Balance on the general business technical account—(item...

Notes on the profit and loss account format

1.Gross Premiums Written (General business technical account: item I.1(a) Long-term...
2.Outward reinsurance premiums (General business technical account: item I.1(b) Long-term...
3.Change in the provision for unearned premiums, net of reinsurance...
4.Claims incurred, net of reinsurance (General business technical account: item...
5.Bonuses and rebates, net of reinsurance (General business technical account:...
6.Acquisition costs (General business technical account: item I.7(a) Long-term business...
7.Administrative expenses (General business technical account: item I.7(c) Long-term business...
Item II.8(c).shall also include policy renewal commissions.
8.Investment income, expenses and charges (General business technical account: items...
9.Unrealised gains and losses on investments (Long-term business technical account:...
10.Allocated investment return (General business technical account: items I.2 and...

CHAPTER II
ACCOUNTING PRINCIPALS AND RULES

SECTION A
ACCOUNTING PRINICPLES

Preliminary
13.Subject to paragraph 19, the amounts to be included in...

Accounting principles

14.The company shall be presumed to be carrying on business...
15.Accounting policies shall be applied consistently within the same accounts...
16.The amount of any item shall be determined on a...
17.All income and charges relating to the financial year to...
18.In determining the aggregate amount of any item the amount...

Departure from accounting principles
19.If it appears to the directors of a company that...

Valuation
19A.(1) The amounts to be included in respect of assets...

SECTION B
CURRENT VALUE ACCOUNTING RULES

Para. 20 rep. by SR 2004/496
Para. 21 rep. by SR 1997/314

Valuation of assets: general

22.(1) Subject to paragraph 24, investments falling to be included...
23.(1) Intangible assets other than goodwill may be shown at...

Alternative valuation of fixed-income securities
24.(1) This paragraph applies to debt securities and other fixed-income...

Meaning of “ current value ”

25.(1) Subject to sub-paragraph (5), in the case of investments...
26.(1) In the case of land and buildings, current value...

Application of the depreciation rules
27.(1) Where (a) the value of any asset of a...

Additional information to be provided
28.(1) This paragraph applies where the amounts to be included...

Revaluation reserve
29.(1) Subject to sub-paragraph (7), with respect to any determination...

SECTION BA
VALUATION AT FAIR VALUE

Inclusion of financial instruments at fair value
29A.(1) Subject to sub-paragraphs (2) to (4), financial instruments (including...

Determination of fair value
29B.(1) The fair value of a financial instrument is determined...

Inclusion of hedged items at fair value
29C.A company may include any assets and liabilities that qualify...

Other assets that may be included at fair value
29D.(1) This paragraph applies to— (a) investment property, and

Accounting for changes in value
29E.(1) This paragraph applies where a financial instrument is valued...

The fair value reserve
29F.(1) The fair value reserve must be adjusted to the...

SECTION C
HISTORICAL COST ACCOUNTING RULES

Para. 30 rep. by SR 2004/496

Valuation of assets

31.General rules
32.In the case of any asset included under Assets item...
33.(1) This paragraph applies to any asset included under Assets...
34.(1) This paragraph applies to assets included under Assets items...
35.Development costs
36.Goodwill

Miscellaneous and supplemental

37.Excess of money owed over value received as an asset item
38.Assets included at a fixed amount
39.Determination of cost
40.(1) Subject to the qualification mentioned below, the cost of...
41.Substitution of original amount where price or cost unknown

SECTION D
RULES FOR DETERMINING PROVISIONS

42.Preliminary
43.Technical provisions
44.Provision for unearned premiums
45.Provision for unexpired risks
46.Long term business provision

Provisions for claims outstanding

47.General business
48.(1) Explicit discounting or deductions to take account of investment...
49.Long term business
50.Equalisation reserves
51.Accounting on a non-annual basis
52.(1) The excess of the premiums written over the claims...
53.(1) The figures shown in the technical account or in...

CHAPTER III NOTES TO THE ACCOUNTS

Preliminary
54.(1) Any information required in the case of any company...

General

55.Disclosure of accounting policies
56.It shall be stated whether the accounts have been prepared...
57.Sums denominated in foreign currencies

Reserves and dividends
57A.There must be stated— (a) any amount set aside or...

Information supplementing the balance sheet

58.Share capital and debentures
59.If the company has allotted any shares during the financial...
60.(1) With respect to any contingent right to the allotment...
61.(1) If the company has issued any debentures during the...
62.Assets
63.Where any assets of the company (other than listed investments)...
64.In relation to any amount which is included under Assets...
65.Investments
65A.Information about fair value of assets and liabilities
65B.Where the company has derivatives that it has not included...
65C.(1) Sub-paragraph (2) applies if— (a) the company has financial...
65D.Information where investment property and living animals and plants included at fair value
66.Reserves and provisions
67.Provision for taxation
68.Details of indebtedness
69.If any fixed cumulative dividends on the company's shares are...
70.Guarantees and other financial commitments
Para. 71 rep. by SR 1997/314
72.Miscellaneous matters

Information supplementing the profit and loss account

73.Separate statement of certain items of income and expenditure
74.Particulars of tax
75.Particulars of business
76.(1) As regards long term business, the company shall disclose—...
77.(1) Subject to sub-paragraph (2) there shall be disclosed as...
78.Commissions
Para. 79 rep. by SR 2004/496
80.Miscellaneous matters

CHAPTER IV
INTERPRETATION OF PART I

81.General
81A.Financial instruments
81B.(1) The expressions listed in sub‐paragraph (2) have the same...
82.Loans
83.Materiality
84.Provisions
85.Staff costs

PART II CONSOLIDATED ACCOUNTS

1.Schedule 4A to apply Part I of this Schedule with modifications
2.Modifications of Part I of this Schedule for purposes of paragraph 1

Schedule 10 rep. by SR 1994/428

SCHEDULE 10A
PARENT AND SUBSIDIARY UNDERTAKINGS: SUPPLEMENTARY PROVISIONS

Introduction
1.The provisions of this Schedule explain expressions used in Article...

Voting rights in an undertaking
2.(1) In Article 266(2)(a) and (d) the references to the...

Right to appoint or remove a majority of the directors
3.(1) In Article 266(2)(b) the reference to the right to...

Right to exercise dominant influence
4.(1) For the purposes of Article 266(2)(c) an undertaking shall...

Rights exercisable only in certain circumstances or temporarily incapable of exercise
5.(1) Rights which are exercisable only in certain circumstances shall...

Rights held by one person on behalf of another

6.Rights held by a person in a fiduciary capacity shall...
7.(1) Rights held by a person as nominee for another...

Rights attached to shares held by way of security
8.Rights attached to shares held by way of security shall...

Rights attributed to parent undertaking
9.(1) Rights shall be treated as held by a parent...

Disregard of certain rights
10.The voting rights in an undertaking shall be reduced by...

Supplementary
11.References in any provision of paragraphs 6 to 10 to...

SCHEDULE 11

1.Paragraphs 2 to 6 apply where a company has prepared...

Modifications where accounts prepared in accordance with special provisions for banking companies

2.Article 272(2) shall apply as if the reference to paragraph...
3.Article 277 shall apply as if: (a) there were substituted...
4.Articles 278(2) and 283 shall apply as if the references...
5.Articles 280 and 281 shall apply as if in Article...
6.Article 284 shall apply as if the references to paragraphs...

Modifications where accounts prepared in accordance with special provisions for insurance companies

7.Article 272(2) shall apply as if for the words in...
8.Article 277 shall apply as if the reference to paragraph...
9.In the case of Companies Order accounts, Articles 278(2) and...
10.Articles 280 and 281 shall apply as if the references...
11.Article 284 shall apply as if the references to paragraphs...

Schedule 12 rep. by 1989 NI 18

SCHEDULE 13
PROVISIONS SUPPLEMENTING AND INTERPRETING ARTICLES 332 TO 336

PART I RULES FOR INTERPRETATION OF THOSE ARTICLES AND ALSO ARTICLE 354(4) AND (5)

1.(1) A reference to an interest in shares or debentures...
2.Where the property is held on trust and any interest...
3.(1) A person is taken to have an interest in...
4.A person is taken to be interested in shares or...
5.Where a person is entitled to exercise or control the...
6.(1) A person is taken to have an interest in...
7.Persons having a joint interest are deemed each of them...
8.It is immaterial that shares or debentures in which a...
9.So long as a person is entitled to receive, during...
10.A person is to be treated as uninterested in shares...
11.(1) There is to be disregarded an interest of a...
12.Delivery to a person's order of shares or debentures in...

PART II PERIODS WITHIN WHICH OBLIGATIONS IMPOSED BY ARTICLE 332 MUST BE FULFILLED

13.(1) An obligation imposed on a person by Article 332(1)...
14.(1) An obligation imposed on a person by Article 332(2)...
15.In reckoning, for the purposes of paragraphs 13 and 14,...

PART III CIRCUMSTANCES IN WHICH OBLIGATION IMPOSED BY ARTICLE 332 IS NOT DISCHARGED

16.(1) Where an event of whose occurrence a director is,...
17.(1) An obligation imposed on a director by virtue of...
18.(1) Where an event of whose occurrence a director is,...
19.In this Part, a reference to price paid or received...

PART IV PROVISIONS WITH RESPECT TO REGISTER OF DIRECTORS' INTERESTS TO BE KEPT UNDER ARTICLE 333

20.The register must be so made up that the entries...
21.An obligation imposed by Article 333(2) to (4) must be...
22.The nature and extent of an interest recorded in the...
23.The company is not, by virtue of anything done for...
24.The register shall— (a) if the company's register of members...
25.(1) Any member of the company or other person may...
26.The company shall send notice in the prescribed form to...
27.Unless the register is in such a form as to...
28.The register shall be produced at the commencement of the...

SCHEDULE 14
EXTERNAL BRANCH REGISTERS

PART I COUNTRIES AND TERRITORIES IN WHICH EXTERNAL BRANCH REGISTER MAY BE KEPT

Great Britain
Any part of Her Majesty's dominions outside the United Kingdom,...
Bangladesh
Cyprus
Dominica
The Gambia
Ghana
Guyana
The Hong Kong Special Administrative Region of the People's Republic...
India
Kenya
Kiribati
Lesotho
Malawi
Malaysia
Malta
Nigeria
Pakistan
Republic of Ireland
Seychelles
Sierra Leone
Singapore
South Africa
Sri Lanka
Swaziland
Trinidad and Tobago
Uganda
Zimbabwe

PART II GENERAL PROVISIONS WITH RESPECT TO EXTERNAL BRANCH REGISTERS

1.(1) A company keeping an external branch register shall give...
2.(1) An external branch register is deemed to be part...
3.(1) The company shall— (a) transmit to its registered office...
4.Subject to the above provisions with respect to the duplicate...
5.A company may discontinue to keep an external branch register,...
6.Subject to the provisions of this Order, any company may,...
7.An instrument of transfer of a share register in an...

Schedule 15 rep. by 1990 NI 10

SCHEDULE 15A
WRITTEN RESOLUTIONS OF PRIVATE COMPANIES

PART I EXCEPTIONS
1.Article 389A does not apply to— (a) a resolution under...

PART II ADAPTATION OF PROCEDURAL REQUIREMENTS

Introductory
2.(1) In this Part (which adapts certain requirements of this...

Article 105 (disapplication of pre-emption rights)
3.(1) The following adaptations have effect in relation to a...

Article 165 (financial assistance for purchase of company's own shares or those of holding company)
4.In relation to a written resolution giving approval under Article...

Articles 174, 175 and 177 (authority for off-market purchase or contingent purchase contract of company's own shares)
5.(1) The following adaptations have effect in relation to a...

Article 183 (approval for payment out of capital)
6.(1) The following adaptations have effect in relation to a...

Article 327 (approval of director's service contract)
7.In relation to a written resolution approving any such term...

Article 345 (funding of director's expenditure in performing his duties)
8.In relation to a written resolution giving approval under Article...

SCHEDULE 15B

1.Meeting of transferee company
2.Draft terms of merger
3.Documents and information to be made available
4.Directors' report
5.Expert's report
6.Inspection of documents
7.Transferor company holding its own shares
8.Securities other than shares to which special rights are attached
9.Date and consequences of the compromise or arrangement
10.Exceptions
11.(1) The following sub-paragraphs apply where the scheme is a...
12.Transferee company or companies holding shares in the transferor company
13.(1) Where the scheme is a Case 3 Scheme and—...
14.(1) Where the scheme is a Case 1 Scheme and...
15.Liability of transferee companies for the default of another

Schedules 16‐19 rep. by 1989 NI 19

SCHEDULE 20
EFFECT OF REGISTRATION UNDER ARTICLE 629

Interpretation
1.In this Schedule— “registration” means registration in pursuance of Article...

Vesting of property
2.All property belonging to or vested in the company at...

Existing liabilities
3.Registration does not affect the company's rights or liabilities in...

Pending actions at law
4.(1) All actions and other legal proceedings which at the...

The company's constitution

5.(1) All provisions contained in any statutory provision or other...
6.(1) All the provisions of this Order apply to the...

Capital structure
7.Provisions of this Order with respect to—

Supplementary

8.Nothing in paragraphs 5 to 7 authorises a company to...
9.None of the provisions of this Order, and none of...

SCHEDULE 20A
Branch Registration under the Eleventh Company Law Directive (89/666/EEC)

1.Duty to Register
2.Particulars required
3.The particulars referred to in paragraph 1(1)(b) are—
4.The particulars referred to in paragraph 1(1)(c) are—
5.Documents required
6.(1) The second documents referred to in paragraph 1(2) are—...
7.Alterations
8.(1) Sub-paragraph (2) applies where— (a) a company's return under...

SCHEDULE 20B
Change in Registration Regime: Transitional Provisions

1.(1) This paragraph applies where a company which becomes a...
2.(1) This paragraph applies where a company which becomes a...

SCHEDULE 20C
Delivery of Reports and Accounts: Credit and Financial Institutions to which The Bank Branches Directive (89/117/EEC) applies

PART I INSTITUTIONS REQUIRED TO PREPARE ACCOUNTS UNDER PARENT LAW

1.Scope of Part
2.Duty to deliver copies in Northern Ireland
3.(1) An institution to which this Part applies shall deliver...
5.(1) Neither paragraph 2 nor paragraph 3 shall require an...
6.Penalty for non-compliance
7.Interpretation

PART II INSTITUTIONS NOT REQUIRED TO PREPARE ACCOUNTS UNDER PARENT LAW

Scope of Part
8.(1) This part applies to any institution to which Article...

Preparation of accounts and reports

9.An institution to which this Part applies shall in respect...
10.Sections 390 to 392 of the Companies Act 2006 (financial...

Duty to deliver accounts and reports
11.(1) An institution to which this Part applies shall in...

Time for delivery
12.(1) The period allowed for delivering accounts and reports under...

Penalty for non-compliance
13.(1) If the requirements of paragraph 11 are not complied...

SCHEDULE 20D
Delivery of Reports and Accounts: Companies to which the Eleventh Company Law Directive applies

PART I COMPANIES REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW

1.Scope of Part
2.Duty to deliver copies in Northern Ireland
3.Paragraph 2 shall not require documents to be delivered in...
4.Time for delivery
5.Penalty for non-compliance
6.Interpretation

PART II COMPANIES NOT REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW

7.Scope of Part
8.Preparation of accounts and reports
9.Sections 390 to 392 of the Companies Act 2006 (financial...
10.Duty to delivery accounts and reports
11.Paragraph 10 shall not require documents to be delivered in...
12.Time for delivery
13.Penalty for non-compliance

SCHEDULE 21
PROVISIONS OF THIS ORDER APPLYING TO UNREGISTERED COMPANIES
Provisions of this Order applied Subject matter Limitation and exceptions...

SCHEDULE 22

*The share capital of the company is , divided into  shares...
The number of shares issued is  Calls to the amount...
The liabilities of the company on 1st January ( or...
*If the company has no share capital the portion of...

SCHEDULE 23
PUNISHMENT OF OFFENCES UNDER THIS ORDER
Article creating offence General nature of offence Mode of Prosecution...

SCHEDULE 24
ARTICLE 39 OF THE ORDER OF 1982, AS ORIGINALLY ENACTED
39.Relief from section 56 in respect of group reconstructions